This agreement is between Archimed (“The Service Provider”) and the Client, hereinafter referred to together as “The Parties”.

 

OBJECT

The purpose of this contract for the Supplier is to provide the Client with a "Software as a Service" type service including the provision, maintenance and hosting of software services on the Syracuse software.

Other services related to this service may subsequently benefit from the provisions of this contract subject to the signature of amendments to this contract by the Client and the Service Provider.

 

DURATION

Start date

This contract shall take effect on.................................................

Duration

The initial term of the contract is ……. (……) year. The contract is then tacitly renewed for a period of …….. (……) year, for a maximum period of ……. (…….) years.

Termination of the contract

However, this contract may be terminated at any time, in the event of non-compliance by either party with its commitments, if the party concerned has not remedied the default noted within thirty (30) days following the date of receipt of a formal notice to remedy issued by registered letter with acknowledgement of receipt.

In this case, the Supplier shall be entitled to payment of the sums invoiced pursuant to this contract, such sums becoming immediately payable.

The Supplier may terminate the contract automatically without legal formalities of any kind in the following cases:

- an intervention has been carried out by personnel not approved by the Service Provider;

- in the event of non-payment of the fee by the Customer.

 

FINANCIAL CONDITIONS

Invoicing

Invoices are issued quarterly in arrears. Prices are given excluding taxes. Invoices shall be drawn up on the basis of the tax system in force at the time they were drawn up.

Payment

Payments will be made, within 30 days of receipt of the invoice presented in duplicate, by transfer to the account opened in the name of the Supplier (IBAN provided with the first invoice).

 

OBLIGATIONS OF THE PARTIES

Obligations of the Supplier

The Service Provider implements the infrastructure and associated services necessary for hosting and maintaining the customer's solution, for access by Internet users and for the proper provision of ancillary services.

However, the client acknowledges that the very frequent technical developments in the telecommunications and IT sectors justify the fact that these specifications may be modified, it being understood that the technical transformations carried out may not have the consequence of modifying the commitments made by the Supplier under this contract.

The Supplier undertakes to use the most efficient hardware, software and know-how for the performance of its services. Similarly, it undertakes to implement the most effective means to ensure the security and integrity of the system.

The Service Provider undertakes to allow the customer a permanent functional administration of his system, in particular with a view to making any modification of content that he wishes to make.

For maintenance reasons, the Service Provider reserves the right to interrupt the distribution of the service and its administration by the customer. These interruptions may have a cumulative duration of 24 hours every six months.

If the customer wishes to benefit from new functionalities or new services regarding the hosting of his system, and falling within the scope of the Supplier's competence, the latter undertakes to make the necessary technical modifications to take into account these new functionalities or services under the following conditions:

> their cost will be supported by the customer.

> An amendment to this contract shall express the intention of the parties to execute the contractual relationship under new conditions.

The customer acknowledges that he is informed that in the current state of the art:

> the use of software or software packages, the storage of computer data and the transmission of this data over a network cannot be totally reliable.

> computer data cannot be totally protected against the actions of third parties falling within the scope of articles 323-1 and following of the French Criminal Code

> Consequently, the client acknowledges that the Service Provider's obligations relating to its hosting service and ancillary services can only constitute obligations of means.

The Supplier undertakes to use all means and technologies in accordance with the state of the art to guarantee maximum security.

Customer's obligations

The client undertakes to cooperate with the Service Provider, and in particular to provide it with all information and documents necessary for the proper performance of this contract. Under this obligation to cooperate, the client appoints a competent collaborator who will be the Service Provider's privileged contact for the performance of the contract.

The client alone is responsible for the functional administration of the system. The customer alone assumes any liability for the unlawfulness of the content of this site, in particular for any infringement of the image rights of a third party, the intellectual property rights of a third party or the personality rights of a third party.

The Client's contact person will be available during the Client's opening hours. In the event that the intervention is outside the Client's schedules, the Service Provider undertakes to notify the Client at least 4 hours in advance.

Legal obligations

Each party shall comply with its legal and regulatory obligations, in particular with regard to

> administrative declarations concerning the opening of the site and its distribution

> intellectual property rights

> personality rights

Responsibility

The Service Provider shall not be held liable for any failure or delay in the performance of its obligations by the persons or entities responsible for telecommunications, the persons or entities responsible for assigning domain names, the customer or due to a case of force majeure.

It is expressly agreed between the parties that the Service Provider's possible liability is strictly limited to compensation for direct damage suffered by the customer, to the exclusion of any other damage. In particular, the parties agree that any commercial or administrative disturbances, or any actions brought against the customer by a third party, constitute indirect damages that do not give rise to any right to compensation. Compensation for any direct damage suffered by the customer may in no case exceed, in total, the amount of the remuneration it has received from the customer in the year in which the damage occurred.

The customer is solely responsible for the illegal aspect of the content of his system. The client will therefore defend the Service Provider at its own expense and will pay compensation for any damage suffered by a third party, in the event of an action brought against the Service Provider relating to the content of the hosted site.

The Service Provider shall not be held liable for any use made by a user of the system in violation of the customer's rights.

 

FORCE MAJEURE

No liability shall be incurred by either party in the event of non-performance or delay in the performance of an obligation resulting from this contract, if such non-performance or delay results from a case of force majeure, it being agreed that the cases of interruption of electricity distribution or telecommunications networks do indeed have the character of an unforeseeable and irresistible event outside the Supplier.

 

CONFIDENTIALITY

Each party undertakes to observe the utmost discretion with regard to all information from the other party, regardless of the nature of the information (right of protection, formula, process, trick, particular information), both with regard to third parties and with regard to members of its staff not called upon to use or have knowledge of it. The provisions of this Article shall not apply to information which is in common use to be communicated to customers, nor to information which is already known to the public.

 

ENTIRE CONTRACT

This contract, its annexes and amendments, express the entire agreement between the parties. The working documents and correspondence exchanged by them during the previous negotiation shall have no contractual value. In particular, the parties agree that these documents and correspondence cannot be invoked in court due to a dispute arising out of the formation, interpretation or performance of this contract.

 

REFERENCES

Le client autorise le Prestataire à faire état de l’existence du présent contrat dans ses communications commerciales et à présenter le client comme un utilisateur de ses services et produits.

 

DISPUTES

Any disputes are settled by French laws and regulations.